Charles Warfield
About Charles M. Warfield, Jr.
Independent director since May 2021; age 74. Over 40 years in broadcast/media, including senior operating roles and industry leadership at the National Association of Broadcasters (NAB). Holds a B.S. in accounting from Hampton University. Notable recognitions include Radio Executive of the Year (2009), NAB National Radio Award (2010), New York State Broadcasters Hall of Fame (2015), and Radio Hall of Fame (2023) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ICBC Broadcast Holdings, Inc. | President & COO | 2000–2012 | Involuntary Chapter 11 petition filed Aug 2011; ICBC acquired by YMF Media in 2012 |
| YMF Media, LLC | President & COO | 2012–2014 | Operated post-ICBC acquisition |
| NAB (National Association of Broadcasters) | Joint Board Chairman | 2013–2015 | Industry governance and advocacy leadership |
| NAB Radio Board | Chair, Radio Executive Committee | — | Prior service in radio governance |
| NAB Education Foundation Board | Board Member | — | Prior service in foundation governance |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| NAB Investment Committee | Member | Current | Ongoing investment oversight within NAB |
Board Governance
- Independence: Warfield is deemed independent under NASDAQ rules; only Beasley family executives are non-independent .
- Committee assignments: Audit Committee member; Compensation Committee member; Governance Committee member; Governance Committee Chair .
- Committee activity: Audit met 7 times in 2024; Compensation met 3 times; Governance met once .
- Board activity and attendance: Board met 6 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Lead independent director: Executive sessions of non-management directors occur after each Board meeting, led by Lead Independent Director Michael Fiorile .
- Audit oversight scope: Audit Committee reviews and approves transactions (other than compensation) between the Company and its directors, officers, and affiliates .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 95,000 | 50,000 | 145,000 |
| 2023 | 88,750 | 50,000 | 138,750 |
- Non-employee director fee structure: Annual retainer $65,000; Lead Director fee $17,500; Committee chair fees (Audit, Compensation, Governance) $15,000; Warfield (Governance Chair) receives chair fee and additional annual fee for service on Audit and Compensation .
Performance Compensation
| Grant Date | Award Type | Shares/Units | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| May 29, 2024 | RSUs | 3,788 | 50,000 | Vested Dec 31, 2024 |
| Dec 7, 2023 | RSUs | 64,103 | 50,000 | Vested Dec 31, 2023 |
- As of Dec 31, 2024, non-employee directors held no outstanding options or unvested stock awards .
- Equity plan governance includes clawback provisions aligned with Rule 10D-1; awards subject to forfeiture/claw-back under Company policy and award agreements .
Other Directorships & Interlocks
| Company/Body | Relationship | Interlock/Notes |
|---|---|---|
| NAB | Warfield served in senior governance roles; current Investment Committee member | Gordon H. Smith was NAB CEO (2009–2021) and retains industry leadership, implying shared NAB network exposure on BBGI’s Board |
Expertise & Qualifications
- 40+ years operating leadership in radio/media; prior President & COO roles at ICBC and YMF Media .
- Financial background (B.S. in accounting) and extensive industry governance (NAB Joint Board; Radio Board; Education Foundation; Investment Committee) .
- Recognized industry leader with multiple awards and Hall of Fame inductions .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | % Total Economic Interest | % Total Voting Power |
|---|---|---|---|---|---|---|
| Charles M. Warfield, Jr. | 9,080 | * | — | — | * | * |
Note: “*” denotes less than one percent .
RSUs held by non-employee directors fully vested by Dec 31, 2024; no options or unvested awards outstanding as of that date .
Governance Assessment
- Strengths: Independent status; multi-committee engagement (Audit, Compensation, Governance) with chair role in Governance; solid attendance metrics for Board and committees; Board processes include executive sessions led by a strong Lead Independent Director; Audit Committee explicitly reviews related-party transactions .
- Alignment: Annual RSU grants vest within the same year; no options outstanding; equity plan includes robust clawback language compliant with SEC rules .
- Structural risks: BBGI is a controlled company; no nominating committee; Compensation Committee lacks a charter due to controlled-company exemptions—these reduce formal independent oversight mechanisms .
- Related-party environment: Multiple family members employed; controlled voting power by Beasley family; Audit Committee oversight is critical—Warfield participates in this review function .
- Red flags/History: ICBC bankruptcy proceedings (2011) during Warfield’s tenure; although not a BBGI event, prior involvement in a bankruptcy is a governance risk indicator to monitor .
- Policies: Insider Trading Policy in place; “Hedging Policy” referenced without detail in proxy—lack of explicit anti-pledging/anti-hedging disclosures limits assessment of alignment safeguards .